[EXHIBIT 10.1.32]
FINANCING, CO-PRODUCTION & DISTRIBUTION AGREEMENT
"The Principal and the Third Grade Teacher"
Played
Dated: As of August 1st, 2005
1. Parties: Roundlake Productions Limited ("RP") or its
nominee (which nominee shall be subject to FAME's prior written approval)
and FILM AND MUSIC ENTERTAINMENT, INC. ("FAME").
2. Project: Feature length motion picture (the "Picture") entitled
"The Principal and the Third Grade Teacher" (registered with the WGA
#1044092) to be directed by ▇▇▇▇▇ ▇▇▇▇▇▇▇ and to star ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇ ▇▇▇▇▇▇▇. RP has
requested FAME co-finance the Picture and, subject to completion of
its due diligence, FAME has agreed to do so.
(a) Subject to the completion of its due diligence to its
satisfaction, FAME hereby agrees to provide Two Hundred
Thousand Dollars ($200,000) for the production of the
Picture to be paid pursuant to a mutually agreed cash flow
schedule as last money in after all other investors ("the
Other Investors") have provided the full amount of their
respective financing obligation, but not less than a total
of $60,000. FAME may provide a portion of its funding
obligation by providing goods and services required for the
production of the Picture. Such goods and services shall
be part of the budget.
(b) The Picture is contemplated to start production on or
about, but no later than August 2nd, 2005.
(c) RP's supervisory staff shall be in charge of the day-to-day
production of the Picture but shall act only after good
faith consultation with ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
or such other person or persons as may be designated by
FAME. FAME shall have the right to have a representative on
the set at all times. RP shall be responsible for any
budget overages except those resulting from FAME's written
request.
(d) RP shall meaningfully consult with ▇▇▇▇ ▇▇▇▇ and/or ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ for FAME in regard to all key creative
production decisions and shall not act in such a manner as
to arbitrarily override any positions expressed by FAME.
3. Engagement: FAME shall have and is hereby granted perpetual,
world wide distribution rights in and to the Picture, and any
materials derived there from including remakes, sequels, prequels
and TV Series, in any and all media now known or hereafter
discovered including without limitation all lending and rental
rights in connection with the Picture and RP irrevocably
confirms that the consideration hereunder, including without
limitation the sums advanced for producing the Picture shall be
deemed to include fair and reasonable consideration for the right
to exploit all rental rights. FAME shall have the right on its
own or through agents selected by FAME, to (a) distribute or
supervise the distribution, marketing, and advertising of the
Picture and to distribute or arrange for distribution of the
Picture throughout the world; (b) conduct the negotiations for
sale, sell and/or license the Picture worldwide to buyers,
licensees, agents, broadcasters and exhibitors (collectively
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"Licensees"); and (c) handle or supervise the collection and
payment of revenues derived from exploitation of the Picture
worldwide.
4. The Picture: RP shall be responsible for producing,
completing and delivering the final Picture. The completed Picture
shall be made available to FAME promptly after its completion but in
any case no later than March 31, 2006 ("Delivery Date"), subject to an
extension of thirty (30) days resulting from events of force majeure
as defined herein. All editing shall be done subject to FAME's
approval. The Picture will be a feature-length first-class color
motion picture and produced at a professional first-class standard for
motion pictures which are suitable for theatrical release in the
United States and shall be delivered on 35mm film. The Picture shall
have a running time of not less than 90 nor more than 110 minutes,
inclusive of main and end titles and shall qualify for an MPAA rating
no more than restrictive than PG-13. In addition to the PG-13
version, Director shall have the right to prepare an R rated version
provided the cost to do so does not exceed the amount set forth in the
budget approved by FAME. FAME shall have the right of final cut of
both versions and may distribute either or both versions as FAME may,
in its sole discretion, determine.
5. Distribution: FAME agrees to use its good faith efforts to
license the Picture in a manner which will maximize the receipts there
from. FAME does not guarantee the performance of any agreement into
which it may enter with any licensee, sub-agent, sales Agent or any
person, firm or entity regarding the distribution or other
exploitation of the Picture, and shall not be liable or responsible to
RP for failure to collect any amount becoming payable under the terms
of such contracts, but FAME will use commercially reasonable efforts
to enforce all such agreements and collect all sums due for the joint
benefit of Fame and RP.
6. Marketing/Distribution Expenses: The final cost to finish shall
include a Foreign Marketing Fee to FAME of Thirty Five Thousand
Dollars ($35,000) payable during production. FAME may incur and may
advance additional foreign marketing costs up to an additional Forty
Thousand Dollars ($40,000) (i.e., a total of Seventy Five Thousand
Dollars ($75,000) any marketing expenses in excess of Seventy Five
Thousand Dollars ($75,000) shall be mutually approved by the parties.
Marketing expenses shall be recovered as provided in paragraph 7
below. The cost of supplying dubbing materials or other materials for
which FAME is not reimbursed by its Sub-Licensee, shall be deemed
included in approved Additional Expenses which shall be recovered by
FAME as provided below. U.S. theatrical marketing costs, if any,
shall be provided or arranged for by FAME and recovered from Gross
Receipts.
7. Distribution of Proceeds:
A. DISTRIBUTION. FAME shall use its good faith efforts to
arrange for the distribution of the Film. In doing so, all
agreements for third party licensing of the Picture shall be
submitted to RP for consultation. All net proceeds from the
distribution of the Picture as aforesaid shall be paid to a
segregated account administered by FAME. All net sums
derived from the exploitation of the Picture and/or any and
all rights therein, including merchandising, in all media
now known or hereafter devised, throughout the world, in
perpetuity ("Gross Receipts"), shall be deposited into that
account and paid out in the following order of priority:
a) To FAME for its Distribution Fee of Twenty Five Percent
(25%) of the world wide gross receipts from the first
dollar.
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b) FAME shall be reimbursed for all print, advertising and
other distribution and marketing expenses including all transfer fees
expended by FAME.
c) FAME or its investor shall be reimbursed for all of its
contribution to the cost of the production of the Picture
(including the foreign marketing fee) prorata and parri
passu with the Other Investors.
d) The balance of Receipts remaining after the deductions
provided for above shall be deemed Net Profits, subject to any
payments required under paragraph 7d below. Net Profits shall be
divided Fifty Percent (50%) to FAME and Fifty Percent (50%) to RP.
RP shall be responsible for any payments to be made to other
Investors.
e) Residuals, talent deferrals, and third party
participations, if any, shall be disbursed promptly as due by the
Collection Account as required by contractual obligations.
Deferrals, bonuses, third party participations and other
contingent payments, including without limitation the director,
producer and writer and RP's prior investment in the Picture, shall
all be subject to prior written, mutual, approval of RP and FAME and
all such participations shall be deducted from the 50% of Net Profits
allocated to RP.
8. Omitted
9. Credits: FAME shall each receive a credit as Presenter and
▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ shall receive Producer or
Executive Producer credit, as determined by FAME, on screen on
separate cards and in all paid advertising, posters, labels and
excluded ads in the same size and prominence as the Director or any
other Producer.
10. Statements/Audit Rights:
(a) Statements. Commencing upon first receipt of Gross
Receipts after delivery and continuing for the first eighteen
(18) months of the Term, within Thirty (30) days of the end of
each month, FAME (as appropriate) shall render to RP a statement
together with any sums due there under, setting forth in
reasonable detail, all gross receipts received, by source (as
well as the amount of each contract and the balance yet to be
paid), recoupable expenses, interest earned and permitted fees
(including showing the cumulative amount of deferred and unpaid
fees and expenses, if any and any further breakdown of the
distribution of such Gross Receipts, and any other information
reasonably requisite by RP). Statements shall be rendered
quarterly thereafter.
(b) Copies of Third Party Accountings. FAME shall deliver
to RP complete and accurate copies of all accountings and evidence
of payment received by or on behalf of FAME with respect to any
Distribution Agreement including, but not limited to, all third
party accounting statements, checks, wire transfer advice or
other remittance advice in any way relating to any distribution
agreements.
(c) Audit Rights. FAME will maintain at its principal
place of business in Los Angeles County, California, books and
records relative to Gross Receipts, sales, expenses and credits.
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Upon at least Two weeks advance written notice, during normal
business hours and not so as to materially disrupt normal
business activities, FAME will permit RP, or an independent
certified public accountant designated by such party, to make an
examination, at RP's expense, and to audit, inspect and copy all
of the books and records of FAME solely relating to the Picture
for the purpose of verifying the amounts remittable to RP,
pursuant to this Agreement and such other information relevant to
this Agreement. RP may exercise such audit and inspection rights
not more frequently than once during each calendar year and any
such audit shall be completed within a reasonable period of time.
(d) Gross Receipts. For purposes of this Agreement, Gross
Receipts shall be defined as any and all non-returnable sums
received by or credited to FAME or its subsidiaries or affiliates
in connection with the worldwide exploitation of the Picture and
any and all related rights in any and all media now known or
hereafter devised in perpetuity (including any subsequent
productions) except for those items usually not included in gross
receipts in regard to theatrical distribution in the United
States. Gross Receipts shall also include any amounts derived
from foreign tax subsidies, rebates, benefits, grants or similar
payments.
(e) Foreign Funds. With respect to any Gross Receipts
received in foreign funds, such funds shall be converted into
United States currency at the time of receipt. The rate of exchange
with respect to any such funds shall be the Wall Street Journal
rate of exchange prevailing and available to Collection Agent at
the time of receipt. If the transmission of any Gross Receipts
derived from the Picture from any countries or territories to the
Collection Agent is prevented by embargo, blocked currency
regulations or other restrictions, then, if RP so requests by
giving FAME notice to such effect, FAME shall (to the extent
permitted under the laws of any country wherein such monies are
blocked or frozen) cause RP's share of Gross Receipts to which RP
would be entitled upon transmission to the Collection Agent to be
deposited in RP's name (or in such name as RP may designate) in
any bank or other depository designated by RP in such territory
or country or in another country not blocked. Such deposit will,
for the purposes of this Agreement, be deemed payment to RP of
the amount deposited (computed at the rate of exchange quoted in
The Wall Street Journal at the time such deposit is made) and
FAME shall have no further liability to RP in connection with any
monies so deposited.
11. Indemnity: RP shall defend, indemnify and hold harmless FAME
(including its officers, directors, partners, owners, shareholders and
employees) against any and all third party claims and expenses
(including, without limitation, reasonable attorneys' fees and costs)
and liabilities, arising out of any breach of any of RP's obligations,
representations or warranties set forth in this Agreement and/or from
the development, production and/or exploitation of the Picture.
RP shall defend, indemnify and hold harmless FAME (including its
officers, directors, partners, owners, shareholders, employees and
Agents) against any and all third party claims and expenses
(including, without limitation, reasonable attorneys' fees and costs)
and liabilities, arising out of RP's breach of any of its obligations,
representations or warranties set forth in this Agreement other than
those claims covered by FAME's indemnity obligation.
12. Delivery Schedule: RP shall deliver to FAME (or to Producer for
delivery to FAME) on or before the Delivery Date, all of the delivery
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items set forth in Exhibit "A" attached hereto and incorporated herein
by this reference. The completion bond, if any, shall provide for
delivery of all such delivery items listed on said Exhibit "A".
Delivery shall also include a laboratory access letter, in the form of
Exhibit "B" hereto, at a laboratory mutually selected by RP and FAME.
While RP has the primary obligation to create and deliver such items
to FAME, if such items are not so created and delivered or if a
Licensee subsequently rejects materials, prior to creating any items
on such list itself, FAME shall provide RP with written notice thereof
and a twenty (20) day period to cure such delivery defect. In the
event RP fails to cure any such delivery defect within said twenty
(20) day period, FAME shall have the right to terminate this
Agreement. In addition, to the extent FAME requires creation of items
which are not on such Exhibit "A," FAME shall provide RP with thirty
(30) days written notice. If any delivery item required hereunder is
not delivered to FAME as and when required or if a Licensee
subsequently rejects materials and FAME expends funds to so create
such item to effect delivery to licensee in accordance with the terms
of this Agreement, FAME shall be entitled to deduct and retain the
out-of-pocket cost of creation of such delivery item from the Gross
Receipts of the sale to which it relates. Delivery shall not be
deemed completed in regard to any sub-licensees until such licensees
has accepted all materials. Any item not objected to within the above
time periods shall be deemed approved.
FAME shall have the right to inspect and examine the materials to
be delivered hereunder and to which access is given and to be given
under this Agreement and to examine all the schedules and documents to
be delivered hereunder within thirty (30) days after their delivery.
Delivery shall be deemed complete for each item if notice of defect is
not received by RP within 20 days of delivery to FAME of each item or
within Ten (10) days after RP receives notice from FAME that a
Licensee subsequently rejects materials.
All rights and Title to all materials delivered to FAME will
remain with FAME subject to FAME's rights hereunder. Further, all
materials created by RP or under its direction or control, either for
promotion or delivery, including but not limited trailers, art work
and foreign language dubs, shall be deemed works made for hire for
FAME, and to the extent FAME has any ownership interest whatsoever in
such materials, RP hereby assigns all such rights to FAME. FAME will
exercise due care in safeguarding all materials and will assume all
risk for theft or damage while the materials are in FAME's possession.
All auditable, actual direct out-of-pocket third party costs
associated with safeguarding and storing such materials, or otherwise
related thereto, shall be FAME's, but shall be recoupable from Gross
Receipts as distribution expenses.
13. Miscellaneous:
(a) Any disputes arising between the parties concerning this
Agreement, interpretation thereof or otherwise related hereto,
shall be settled by binding AFMA arbitration in Los Angeles,
California. Judgment on any award by the arbitrator against any
party may be entered in any court having jurisdiction thereof.
All costs of the arbitration, including outside attorneys' fees
and other out-of-pocket expenses of the parties, whether or not
such expenses might be deemed recoverable costs of litigation
under the California Rules of Court, may be awarded or
apportioned by the arbitrator to the party or parties that
prevail in the arbitration. Each party shall pay its own
attorneys' fees and expenses pending the allocation thereof in
the award to the prevailing party or parties.
(b) The parties hereto agree to execute and deliver such
further documents and instruments consistent herewith as may be
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necessary or desirable to evidence, effectuate or confirm this
Agreement, and any of the terms and conditions hereof. If RP
fails or refuses to execute or deliver to FAME any such documents
or instrument, within Five (5) business days after delivery of
any such document or instrument and notice requesting the
execution and delivery thereof, RP hereby appoints FAME (or
FAME's designee), as FAME for RP, as its attorney-in-fact, with
full power of substitution and with the right, but not the
obligation, to do any and all acts necessary, to execute and
deliver such instrument or document, in the name and on behalf of
RP, which appointment being coupled with an interest, is
irrevocable.
(c) RP hereby represents and warrants to FAME that: (i) RP
has full authority to enter into and completely perform this
Agreement and to license the rights in and to the Picture
consistent with this Agreement; (ii) There are no existing or
threatened claims or litigation relating to the Picture or any
literary or other materials incorporated in the Picture or upon
which the Picture is based; (iii) RP has not sold, assigned,
transferred or conveyed and will not sell, assign, transfer or
convey, to any party, any right, title or interest in and to the
Picture or any part thereof or any underlying rights (including
without limitation the Screenplay) inconsistent with the terms of
this Agreement, and RP has not and will not authorize any other
party during the Term hereof to exercise any right or to take any
action which will derogate from or compete with the rights herein
granted or purported to be granted to FAME; (iv) RP and its
principles have complied with the terms of any and all previous
agreements pertaining to the film and hereby agrees that any
conflict or obligation arising from any such contract shall be
the sole responsibility of RP and RP agrees to indemnify and hold
FAME harmless in of and to any such conflict and/or obligation
arising from such agreements. (v) No element of the Picture, nor
the exercise of any of the rights in the Picture does or will:
(a) defame any third party; or (b) infringe any copyright,
trademark, right of ideas, patent or any other property right or
other right of any third party; (vi) RP shall promptly discharge,
when due, all supplemental market, royalty or other residual
payments and third party participations; (vii) There are, and
will be, no claims, liens, encumbrances, limitations,
restrictions or rights of any nature in or to the rights in the
Picture inconsistent with this Agreement, other than liens in
favor of Guilds and the production lender; (viii) RP will, by the
time of delivery to FAME, fully paid, satisfied, cured or
discharged at the time due or required all costs of producing and
completing the Picture and all claims and rights with respect to
the use, distribution, performance, exhibition and exploitation
of the Picture, and any music contained therein and any other
payments of any kind required to be made in respect, or as a
result, of any use of the Picture; (ix) RP owns and controls, or
will by delivery, without any limitations or restrictions
whatsoever, all motion picture performance, synchronization,
mechanical license and all other rights granted hereunder in and
to the Picture and all subsidiary rights embodied therein and has
obtained all necessary licenses required for the exhibition,
performance, duplication, distribution, marketing and
exploitation of the Picture hereunder (including the music
contained therein) throughout the Territory and during the Term,
for any and all purposes licensed hereunder and by every means,
method and device now or hereafter known or required for the
full, complete and unlimited exercise and enjoyment by each
licensee of FAME of each and all of the rights herein granted to
it; and, (x) RP agrees that it shall upon request, furnish FAME
with copies of all agreements and documents upon which any of the
warranties and representations referred to herein are based.
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(d) FAME represents and warrants to RP and covenants, as
follows: (a) There are no existing or threatened claims or
litigation which would adversely affect or impair FAME's ability
to completely perform under this Agreement; (b) In exercising the
rights set forth herein, FAME shall not alter or delete any logo
or trademark or copyright notice appearing on the Picture; (d)
FAME will not exploit any reserved rights or any other rights not
specifically licensed to FAME in this Agreement, nor will FAME
exhibit or undertake any action which might impair RP's rights in
and to the Picture or underlying properties.
(e) Notwithstanding anything contained herein to the
contrary, both parties shall be excused from any delay in
performance hereof for the period such delay is caused by any
extraordinary cause beyond its control, such as fire, earthquake,
flood, epidemic, accident, explosion, casualty, strike, lockout,
labor controversy, riot, civil disturbance, act of public enemy,
embargo, war, act of God, governmental ordinance or law, the
issuance of any executive or judicial order, any failure or delay
in respect to the electrical or sound equipment or apparatus, or
by any laboratory, any failure, without fault, to obtain
material, transportation, power, or any other essential thing
required in the conduct of its business or any similar causes.
Each party shall use reasonable diligence to avoid such delay or
default and to resume performance under this Agreement as
promptly as possible after such delay.
(f) RP may, after Delivery is complete, assign, transfer
or sublicense any of its rights under this Agreement, but no such
assignment, transfer or sublicense will relieve RP of its
obligations under this Agreement, unless to an entity which
acquires all or substantially all of RP's assets or to a single
film production entity owned or controlled by RP or its
principal. FAME may assign the Agreement or any of its
obligations hereunder to any entity FAME may determine and all
references to FAME in this agreement shall, in the event of any
such assignment to a subsidiary or affiliate of FAME shall be
deemed to include such assignee.
(g) In connection with the indemnities provided above,
each party agrees that, upon receipt or presentation of any claim
or notification of the institution of any action with respect to
which indemnification might be required hereunder, such party
will promptly notify the other party in writing thereof. With
respect to any such indemnification, the indemnitor shall have
the right to control the course and conduct of such defense. Any
such indemnitee shall have the right, in its discretion and at
its sole expense, to retain independent counsel and to
participate in any such defense. If an indemnitor fails to
promptly assume the defense of any claim, the indemnitee may do
so and the indemnitor shall promptly reimburse the indemnitee for
all costs and expenses (including but not limited to outside
attorneys' fees and disbursements) incurred in connection
therewith as such are incurred; in such case the indemnitee shall
not settle or compromise any claim without the consent of the
indemnitor, such consent not to be unreasonably withheld except
in the case of an adverse arbitration award that has not been
paid within Thirty (30) days of receipt.
(h) If FAME shall fail to perform any of its material
obligations hereunder, or if either party shall breach any
material representation, warranty or agreement contained herein,
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RP's remedy shall be limited to an action for damages, and in no
event shall the other parties have any right whatsoever to
terminate or rescind this Agreement, interfere in any way with
the distribution of the Picture and/or seek to enjoin the
distribution and exploitation of the Picture, nor shall the
Rights acquired by FAME under this Agreement be subject to
revocation.
(i) RP will arrange for FAME to have, prior to delivery
of the Picture, and shall thereafter maintain for a period of at
least five (5) years from delivery so-called "Errors and
Omissions" policy of insurance with respect to the Picture, in
form and coverage to FAME's reasonable satisfaction, naming FAME
and RP as additional insureds.
(k) All covenants, representations, and warranties
contained herein shall be true and correct at the time of the
execution of this Agreement and shall be deemed continuing.
(l) Unless and until the parties enter into a more formal
long-form agreement, if ever, this Agreement shall constitute a
binding agreement between the parties, shall supersede any prior
or contemporaneous agreements, and may not be waived or amended,
except by a written instrument signed by both parties.
(m) This Agreement shall be construed in accordance with
the laws of the State of California applicable to agreements
executed and fully performed herein and may be signed in counterparts.
(n) FAME shall have no obligation to fund the Picture until
FAME has approved the budget production schedules (including without
limitations), cast, start date and cash flow schedules.
14. Notices: All notices shall be in writing and shall be sent
to the parties at the following:
If to FAME: If to RP:
Film and Music Entertainment, Inc. Roundlake Productions Limited
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇. ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Toluca ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax No.: (▇▇▇) ▇▇▇.▇▇▇▇ Fax No.:
With a courtesy copy to:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
15. If either party shall be determined that the other is in
breach of a material obligation hereunder, it shall give written
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notice to such other party and the offending party shall have a
period of Thirty (30) days to cure any such breach (such cure
period shall be Ten (10) business days in regard to breaches that
claim only a failure to pay money). In the event the offending
party does not cure such breach within such time, the noticing
party shall have the right to terminate this agreement.
16. If FAME furnishes any of its own facilities, materials,
services or equipment, then the best available rate shall apply,
similarly, FAME shall endeavor to use reasonable good faith
efforts to obtain best pricing for all such print materials.
17. FAME will have the first opportunity to finance any Picture
produced by RP or its principal owners and/or any of its
subsidiaries or affiliates for a of Three (3) years after the
initial commercial release of the Picture The terms for such
funding shall be no less favorable to FAME than the terms for the
current Picture. Once this Agreement is finalized it will be
used as a template for any future Picture financed by FAME in
connection with the first look right.
18. RP and FAME shall have mutual approval of any and all press
releases pertaining to their relationship. FAME shall use good
faith efforts to obtain RP's prior approval of any press releases
relating to the production or distribution of the Picture. However,
if RP is not available to approve or disapprove such press release
within Twenty Four (24) hours after its submission, such release
shall, as it pertains to the Picture as opposed to this Agreement,
shall be deemed approved.
This Agreement constitutes the entire understanding and
agreement between the parties with reference to the subject
matter contained herein and supersedes all prior agreements,
written or oral. This Agreement may not be modified or amended
except by a subsequent agreement in writing signed by both
parties. If any provision of this Agreement shall be found to be
invalid or unenforceable, then such event or action shall not
invalidate or in any other way affect the enforceability of this
agreement or any other provision hereof. The rights and remedies
of either party shall be cumulative and the exercise by either
party of its rights under any provision of this Agreement or its
rights under the law shall not be deemed an election of remedies.
The waiver by any party of any of the terms or provisions of this
Agreement shall not be deemed a permanent waiver nor a waiver of
any other provision hereof. This Agreement may be executed in
counterparts.
ROUNDLAKE PRODUCTIONS LIMITED
("RP") ▇▇▇▇▇ ▇▇▇▇▇ (Sig.)
--------------------------
By: ▇▇▇▇▇ ▇▇▇▇▇
-----------------------------
Its: President
FILM AND MUSIC ENTERTAINMENT
("FAME")
By: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (Sig.)
----------------------------
Its: Secretary, Director, V.P. Finance
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EXHIBIT A
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SCHEDULE OF DELIVERY ITEMS
--------------------------
RP shall provide FAME with appropriate access or access letters
to all items reasonably necessary for Artist View to make
delivery of each of the Film(s) as well as to service
FAME/licensees, including
1 COMPOSITE ELEMENTS
- 35mm Final Answer Print - "IF AVAILABLE"
- Digital Component NTSC Video Master
- Digital Component PAL Video Master
- 16:9 Format NTSC Video Master - "IF AVAILABLE"
- 16:9 Formal PAL Video Master - "IF AVAILABLE"
- 35mm Lo-Con Print- "IF AVAILABLE"
2 PICTURE ELEMENTS
- 35mm Original Negative - "IF AVAILABLE"
- 35mm Inter-positive (l/P) (As required) - "IF AVAILABLE"
- 35mm Inter-negative (I/N) - "IF AVAILABLE"
- 35mm Textless Background Negative - "IF AVAILABLE"
- 35mm Textless Background Inter-positive (IP) - "IF AVAILABLE"
3 SOUND ELEMENTS
- 35mm Optical Soundtrack - "IF AVAILABLE"
- 35mm Magnetic Soundtrack Master - "IF AVAILABLE"
- 35mm Magnetic Soundtrack Music Master and Effects (M & E)
Master - "IF AVAILABLE"
- DA88 Stereo Comp. (Full Mix)
- DA88 Stereo, Fully Foleyed Music and Effects Dolby or THX License
4 DOCUMENTATION
- Lab Access Letter or Letters
- Certificate of Origin (notarized)
- Chain of Title
- Title Report
- Motion Picture Copyright Certificate
- Errors and Omissions (E&O) Insurance Certificate - "When required"
- Rating Certificate or Certificates (As shall be obtained in
accordance with Owner's requirements)
- RP's Statement of Credit Obligations
- RP's Statement of Guild Obligations - "If Applicable"
- RP's List of Persons Rendering Services -
- RP's Statement of Budget and Final Top Sheet -
- Dialogue/Continuity Script (Produced by the Distribution Company)
- Final Shooting Script -
- Music Licenses
- Stock Footage Licenses - "If Applicable"
MPAA Rating Certificate
5 MARKETING / PUBLICITY
- Unit Photography (100 color slides minimum)
- Publicity Materials (As available)
(g) 2000 - 8 1/2 x 11 four color Sell Sheets with
synopsis/photos on back -"As Outlined in Par. 5(c)"
(a) 30 x 40 four color Mounted Poster -"As Outlined in Par. 5(c)"
(a) Betacam NTSC Sales Trailer -"As Outlined in Par. 5(c)"
(a) 4 x 5 Textless Transparency of Key Art - "As Outlined in
Par. 5(c)"
(a) 300 VHS screening cassettes of the trailer and feature with\
visible timecode -"As Outlined in Par. 5(c)"
6 FILM TRAILER ELEMENTS
- Trailer Dialogue/Continuity List (Produced by the Distribution
Company) - "As Outlined in Par. 5(c)"
- Trailer DA88/35mm (Same as for Feature) - "As Outlined in
Par. 5(c)"
- Trailer Digital NTSC Video Master (with releasable music and
clearances) -"As Outlined in Par. 5(c)"
- Trailer Digital PAL Video Master (with releasable music and
clearances) -"As Outlined in Par. 5(c)"
- 35mm Negative Trims (As requested)
Page 10 Int. /s/ Int. /s/
